China Interactive Education, Inc. - Exhibit 10.7 - Prepared By TNT
Filings Inc.




  




Exhibit 10.7


(English Translation)


Project
Development Agreement


Chongqing City Yousheng
Technology Co., Ltd (Collectively, “Party A”) and Wisegate International
Limited (Collectively, “Party B”) voluntarily entered into this agreement, on
the basis of mutual benefits, that Party A shall trust Party B to develop EPC
computer and learning products related software. The pending matters described
in this agreement shall be solved by both parties in friendly negotiation
manner on the fair basis. The articles of such agreement are as following:


	
  

 	
  

 	
  

 
	
 1.

 	
 The project design shall be subject to request
 plan provided by Party A. In the event that all changes or amendments
 (functions and data) commented by Party A shall be notified to Party B in
 advance and discussed by both parties; In the event of delay delivery due to
 material revision requested by Party A, Party A shall bear the responsibility.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Development Time

 
	
  

 	
  

 	
  

 
	
  

 	
 First version of development cycle is
 2008/01/01-2008/10/20

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Responsibility & Obligation

 
	
  

 	
  

 	
  

 
	
  

 	
 3.1

 	
 Party A shall be in charge of learning and
 synchronization thesaurus. Party B shall be in charge of electronic
 dictionary and computer; Both parties shall be in charge of its own model
 testing. The entire test and check upon delivery shall be completed by Party
 A.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.2

 	
 The Party A shall be in charge of hardware
 including DENO model and prototype manufacture; Party B shall furnish
 technology support.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.3

 	
 The tools used for Party B’ development
 shall be provided by itself.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.4

 	
 Party B shall keep related materials, data
 and programs confidential and shall not reveal, disclose or transfer any
 materials, data or programs of Party A to the third party.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.5

 	
 The source program shall be comprehensively
 provided.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.6

 	
 The Party B shall be paid by Party A in
 accordance with article 4.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Fee

 
	
  

 	
  

 	
  

 
	
  

 	
 4.1

 	
 Fee for materials and data:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a.

 	
 EPC, GPRS
 development fee, Chinese-English Dictionary

 
	
  

 	
  

 	
 b.

 	
 Approximate
 20,000 live-sound language data

 
	
  

 	
  

 	
 c.

 	
 English 900
 Sentences live-sound language data

 
	
  

 	
  

 	
 d.

 	
 Software
 development fee

 












	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 e.

 	
 Anime
 textbook development

 
	
  

 	
  

 	
 The total
 amount : RMB 5,035,527.00

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.2

 	
 Payment term: Party A shall pay all fee in
 installments, subject to Party B’s instruction. The tax arose from project
 development shall be borne by Party A.

 



Party A: Chongqing
City Yousheng Technology Co., Ltd


Date :
2008/01/01


Party B:
Wisegate International Limited


Date : 2008/01/01